Common use of Certain Conduct Clause in Contracts

Certain Conduct. Seller has not: (i) sold, assigned, transferred, delivered or otherwise disposed of any of the Portfolio Property which Seller is transferring to Buyer; (ii) converted, exchanged or redeemed any of the Interests being transferred by Seller pursuant to this Purchase Agreement; (iii) except as set forth on Schedule 5(d) or as consented to by Buyers pursuant to Section 7(b)(i) below, amended, canceled or terminated any Portfolio Property Agreement to which Seller is a party or entered into any new Portfolio Property Agreement; (iv) except as consented to by Buyers pursuant to Section 7(b)(i) below, created or permitted to exist any Lien on any of the portion Portfolio Property being transferred by Seller pursuant to this Purchase Agreement, other than Investment Liens or Liens which have been fully discharged; (v) received written notice from any Manager of any default or breach by Seller under any Portfolio Property Agreement, (vi) taken any action or failed to take any action the effect of which would be to cause Seller to incur a penalty or other specified consequence under the applicable Portfolio Property Agreements, including the conversion of the Interests to a fixed obligation, or (vii) agreed to do any of the foregoing. To Seller’s knowledge, Seller has participated in each investment made by the Partnerships. Seller has not opted out or elected to be excluded from any investments of any of the Partnerships pursuant to the terms of the Portfolio Property Agreements. Except as set forth on Schedule 5(h), Seller does not hold any interest in any portfolio investment of any Partnership through an AIV.